OECD Corporate Governance Factbook 2025: Luxembourg
Table of contents
This Country Note consolidates information published in the 2025 edition of the OECD Corporate Governance Factbook. Along with the summary of recent developments, it provides an overview of Luxembourg’s corporate governance framework and related information benchmarked against 51 other jurisdictions covered by the Factbook, including all OECD and G20 members.
The information in this document is as of 31 December 2024 unless otherwise specified.
For further details, please refer to the OECD Corporate Governance Factbook 2025.
In October 2025, draft law 8627 implementing Directive (EU) 2024/1619 (Capital Requirements Directive VI) and part of the European Market Infrastructure Regulation (EMIR) 3 package was submitted to the Luxembourg Parliament. The draft law introduces changes for assessing suitability of management body members and key function holders, and integrating ESG risks, concentration risks from exposures to 3rd-country central counterparties and exposures to crypto-assets.
In March 2025, draft law 8519 setting a quantitative target for gender balance among directors of listed companies, was submitted to the Luxembourg Parliament.1
In February 2025, the Commission de Surveillance du Secteur Financier (CSSF) issued circular 25/875 informing the financial sector that it applies (and integrates into its administrative practice) the European Banking Authority (EBA) and European Securities Market Authority (ESMA) Joint Guidelines establishing the common reference parameters of the suitability assessment of members of the management body of issuers of Asset-Referenced Tokens (ARTs), crypto-asset service providers and shareholders and members with qualifying holdings in such institutions.2
In February 2025, the CSSF issued circular 25/872 informing the financial sector how it applies the Guidelines of the EBA on the minimum content of governance arrangements for issuers of ARTs.3
In January 2025, the Luxembourg Parliament adopted draft law n. 8053, which seeks to modernise the Companies Law. This legislative reform introduces significant changes related to cross-border conversions, mergers, and divisions, and transposes Directive (EU) 2019/2121 (Mobility Directive).
In August 2024, the CSSF issued circular 24/860 updating circular 12/552. Updated provisions concern notably the veto right of the head of risk management function and its ability to challenge management decisions.4
In January 2024, the Luxembourg Stock Exchange published a fifth version of its X Principles of Corporate Governance which contain not only mandatory principles for companies whose shares are listed in Luxembourg, but also “comply or explain” recommendations and guidelines.
In October 2023, the CSSF issued circular 23/841 informing the financial sector how it applies the Guidelines of ESMA (ESMA35-43-3565), which aim to promote greater convergence in the MiFID II remuneration requirements, conflicts of interest and conduct of business requirements in the area of remuneration.
|
No. of listed companies in Dec 2024 |
Change since Dec 2021 |
Market capitalisation in Dec 2024 |
Ratio to GDP |
||
|---|---|---|---|---|---|
|
Luxembourg |
8 |
|
-20% |
USD 15 bn |
16.1% |
|
OECD members |
21 618 |
|
4.3% |
USD 92 518 bn |
136.5% |
|
World |
46 086 |
|
11.3% |
USD 124 536 bn |
112.7% |
Note: “World” covers 98 jurisdictions. “OECD members” covers 38 countries.
Source: OECD Capital Market Series Dataset. IMF.
Note: “World” covers 98 jurisdictions.
Source: OECD Capital Market Series Dataset.
Note: The share of companies in each jurisdiction where the single largest shareholder and the three largest shareholders own more than 50% of the company’s equity capital. “World” covers 98 jurisdictions.
Source: OECD Capital Market Series Dataset.
The categories that the jurisdiction fits into are highlighted in blue.
The bold numbers and words indicate country-specific additional information.
The numbers within parentheses indicate the number of jurisdictions applicable to each category.
For further information on the methodologies used for the categorisations, please see the OECD Corporate Governance Factbook 2025.
* Some jurisdictions belong to multiple categories because of the additional requirements other than a percentage of shareholding.
* Jurisdictions where mandatory takeover bid rules exist are included.
** Some jurisdictions belong to multiple categories.
* Some jurisdictions belong to multiple categories.
* Some jurisdictions belong to multiple categories.
* Some jurisdictions belong to multiple categories.
This work is published under the responsibility of the Secretary-General of the OECD. The opinions expressed and arguments employed herein do not necessarily reflect the official views of the Member countries of the OECD.
This document, as well as any data and map included herein, are without prejudice to the status of or sovereignty over any territory, to the delimitation of international frontiers and boundaries and to the name of any territory, city or area.
The full book is available in English: OECD (2025), OECD Corporate Governance Factbook 2025, OECD Publishing, Paris, https://doi.org/10.1787/f4f43735-en.
© OECD 2025
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← 1. This legislative proposal aims at transposing Directive (EU) 2022/2381 (Gender Balance Directive).
← 2. EBA/GL/2024/09 and ESMA75-453128700-10.
← 3. EBA/GL/2024/06.
← 4. They were updated to fully comply with the European Banking Authority (“EBA”) Guidelines on internal governance (EBA/GL/2021/05).